8-KMaterial AgreementsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Material Agreement (Feb 9, 2015)

Filed February 9, 2015For Securities:LHX

Summary

L3Harris Technologies, Inc. (formerly Harris Corporation) filed an 8-K on February 9, 2015, to announce a significant definitive agreement to acquire Exelis Inc. The transaction is structured as a merger where Exelis will become a wholly owned subsidiary of Harris. This move is set to create a larger, more diversified defense and technology company. Investors should note that the acquisition is valued at approximately $4.75 billion, with Exelis shareholders to receive $16.625 in cash and 0.1025 shares of Harris common stock for each Exelis share. The report also details the financing arrangements, including a $3.4 billion bridge loan facility from Morgan Stanley, with plans to potentially replace it with permanent financing. The closing of the merger is subject to customary conditions, including regulatory approvals (like HSR and FCC) and shareholder approval from Exelis.

Key Highlights

  • 1Harris Corporation entered into an Agreement and Plan of Merger with Exelis Inc. on February 5, 2015.
  • 2The transaction values Exelis at approximately $4.75 billion.
  • 3Exelis shareholders will receive $16.625 in cash and 0.1025 shares of Harris common stock per share.
  • 4Harris has secured a $3.4 billion bridge loan facility from Morgan Stanley to finance a portion of the cash consideration.
  • 5The merger is subject to customary closing conditions, including Exelis shareholder approval and regulatory approvals (HSR, FCC).
  • 6The agreement includes provisions for termination fees under specific circumstances, such as a change in recommendation by Exelis' board.
  • 7Harris intends to file a Form S-4 registration statement with the SEC for the Harris common stock to be issued in the merger.

Frequently Asked Questions

This 8-K filing announces Harris Corporation's entry into a material definitive agreement to acquire Exelis Inc. through a merger. It details the terms of the agreement, the consideration to be paid to Exelis shareholders, the financing for the transaction, and the conditions required for closing.

The acquisition of Exelis is valued at approximately $4.75 billion. This valuation is based on the agreed-upon per-share consideration for Exelis common stock and the closing price of Harris common stock on February 5, 2015.

Exelis shareholders will receive a combination of cash and stock. Specifically, each share of Exelis common stock will be converted into the right to receive $16.625 in cash and 0.1025 shares of Harris common stock.

Harris has entered into a commitment letter for a $3.4 billion senior unsecured bridge term loan facility with Morgan Stanley Senior Funding, Inc. This facility is intended to finance a portion of the cash consideration. Harris also expects to pursue permanent financing prior to the closing.